M&A: Turning Point Brands, Inc.

Form Type: 8-K

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125000303

Comments: On January 2, 2025, Turning Point Brands, Inc. transferred 100% of its interest in South Beach Brands LLC (SBB) to General Wireless Operations, Inc. (GWO). In exchange, the Company received 1,006.45 shares of GWO common stock and 680 shares of GWO Series B Preferred Stock, equating to a 49% ownership in GWO on a fully-diluted basis. For the three months ending September 30, 2024, SBB reported $14.9 million in revenue, an operating loss of $270 thousand, and positive EBITDA of $270 thousand. The transaction involves a joint venture between the Company and Standard General, LP, established in December 2018, and contains provisions allowing the Company to redeem its contribution at fair market value under certain conditions. Furthermore, the Company obtained a 15-year option to purchase the remaining 51% of GWO at an initial price of $22.0 million, decreasing over time based on certain tax-sharing payments. Transition services will be provided to GWO in connection with SBB operations.

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